Common use of Assignments and Allocations; Amendment and Restatement Clause in Contracts

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on Schedule 1.1(B), the outstanding revolving loans under the Existing Credit Agreement (other than Existing Converted Loans), without giving effect to the making of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to be) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement shall be paid in connection with this Agreement on the Closing Date. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement. (d) All Existing Letters of Credit shall continue as Letters of Credit hereunder subject to the terms hereof.

Assignments and Allocations; Amendment and Restatement. (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the aggregate amount of the Commitments (as defined in the Existing Agreement) is $300,000,000, (ii) there are no Revolving Loans outstanding under the Existing Agreement, (iii) there are no Swingline Advances (as defined in the Existing Agreement) outstanding under the Existing Agreement, and (iv) there are $35,972,819.36 of outstanding Letters of Credit (as defined in the Existing Agreement). (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2. 1, and the outstanding revolving loans amount of the Revolving Loan under the Existing Credit Agreement (other than Existing Converted Loans), without giving effect to any further borrowings of the making of any Revolving Credit Loans Loan under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to be) Revolving Credit Loans hereunder and Date shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including and, if necessary, to Lenders from Revolving Credit existing lenders under the Existing Agreement who elect not to become Lenders under this Agreement or who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Acceptances (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage fee, (ii) the ability to borrow Swingline Advances (as defined under the Existing Agreement) shall continue on the terms and conditions as the Swingline Advances to be made hereunder, with the maximum amount of such Swingline Advances as set forth herein, and outstanding Swingline Advances (as defined in the Existing Agreement), if any, shall continue as and be deemed to be outstanding Swingline Advances hereunder, and (iv) each Letter of Credit (as defined in the Existing Agreement) issued under the Existing Agreement shall continue as a Letter of Credit issued hereunder. (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be, or shall be required to be, executed in connection with such the assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (BSection 1.A(b) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements the Commitment of each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all LoansLender shall be as set forth on Schedule 2.1. (cd) The Borrowers, each GuarantorBorrower, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this Amendment and Restatement, including anything in this Section 1A, and certain of the related “Loan Documents” as defined in the Existing Letters Agreement (the “Prior Loan Documents”), (i) all of Credit the indebtedness, liabilities and obligations owing by the Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of Credit this Agreement, (ii) each of this Agreement, the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, and following the payment of outstanding “Revolving Advances” under the Existing Agreement, all Loans owing by the Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Balances under the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Libor Balances outstanding under the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Libor Balances or Base Rate Balances under this Agreement for the applicable Interest Periods, as elected by the Borrower in the manner provided in Section 5.3. The Borrower agrees that it will pay any additional amounts required pursuant to Section 6.5 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of Balances pursuant to this Section 1A as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on Schedule 1.1(B)2.01, the outstanding revolving loans under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making of any Revolving Credit Loans Borrowing under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”)sources, shall continue as (and be deemed to be) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B)2.01, (B) and the outstanding amount of the term loans under the Existing Credit Agreement, without giving effect to any Term Loan disbursements under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loanscollectively, the “Existing Outstanding Term Loans”) ), shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the such Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement shall be paid in connection with this Agreement on the Closing Date. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender L/C Issuer and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement. (d) All Existing Letters of Credit shall continue as Letters of Credit hereunder subject to the terms hereof.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $250,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); , (ii) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder and (iii) the letter of credit subfacility provided that, for the avoidance of doubt, all accrued interest under in the Existing Credit Agreement shall be paid in connection continue as the Letter of Credit facility hereunder with this Agreement on the Closing DateLetter of Credit Sublimit set forth herein. (b) On the Closing Date, the applicable Lenders shall make full or net cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of (x) the outstanding amount Outstanding Amount of all LoansLoans and (y) the Outstanding Amount of all L/C Obligations. (c) The BorrowersCompany, each Subsidiary Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by the Company under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Company and the Subsidiary Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Revolving Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Revolving Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Revolving Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate initial Revolving Credit Commitments are $250,000,000, the initial Revolving Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making of any Revolving Credit Borrowings of Revolving Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan initial New Vehicle Floorplan Commitments are $1,040,000,000, the initial New Vehicle Floorplan Commitment of each of the New Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 1.1(B)2.01, (B) the outstanding term loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement, without giving effect to any New Vehicle Floorplan Borrowings of New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”sources) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan such New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term New Vehicle Floorplan Lenders and from each Term New Vehicle Floorplan Lender to each other Term New Vehicle Floorplan Lender (including from Term New Vehicle Floorplan Lenders who increase or reduce their Term Loan New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (iii) the avoidance initial Used Vehicle Floorplan Commitments are $160,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iv) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the revolving swing line subfacility hereunder, with the Revolving Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Revolving Swing Line Borrowings hereunder (v) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (vi) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. The Borrowers represent that as of the date hereof there are no Obligations arising under any Secured Cash Management Agreement or any Secured Hedge Agreement owing to any Lender (each capitalized term used previously in this sentence as defined in the Existing Credit Agreement) which does not continue as a “Lender” hereunder after giving effect to this Agreement. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof; and all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. (e) The parties hereto agree and acknowledge that for administrative purposes the provisions in this Agreement that are amended by the Fourth Amendment and that relate to Obligations accruing interest at the reference interest rates, including Daily Simple SOFR, shall go into effect as of June 1, 2022, and therefore, notwithstanding anything herein to the contrary, (i) all outstanding Floorplan Loans, Revolving Loans and L/C Advances, and (ii) any Floorplan Loans, Revolving Loans or L/C Advances made on or after the Fourth Amendment Effective Date through and including May 31, 2022, shall in each case during the period from the Fourth Amendment Effective Date through and including May 31, 2022, accrue interest at the Eurodollar Rate or Base Rate (including, if applicable, the Default Rate based on the Eurodollar Rate or the Base Rate), and not Daily Simple SOFR. Without limiting the generality of the foregoing, during the period from the Fourth Amendment Effective Date through and including May 31, 2022, interest shall be subject to the provisions in this Agreement (including without limitation the relevant provisions contained in Sections 1.02, 1.06, 2.16, 2.18, 3.02, 3.03 and 3.04 of this Agreement) governing the Applicable Rate, Base Rate, Base Rate Loans and Eurodollar Rate Loans (as such terms were defined in this Agreement, and as such provisions were in effect, immediately prior to giving effect to the Fourth Amendment).

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate initial Revolving Credit Commitments are $250,000,000, the initial Revolving Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making of any Revolving Credit Borrowings of Revolving Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan initial New Vehicle Floorplan Commitments are $1,040,000,000, the initial New Vehicle Floorplan Commitment of each of the New Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 1.1(B)2.01, (B) the outstanding term loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement, without giving effect to any New Vehicle Floorplan Borrowings of New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”sources) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan such New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term New Vehicle Floorplan Lenders and from each Term New Vehicle Floorplan Lender to each other Term New Vehicle Floorplan Lender (including from Term New Vehicle Floorplan Lenders who increase or reduce their Term Loan New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (iii) the avoidance initial Used Vehicle Floorplan Commitments are $160,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iv) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the revolving swing line subfacility hereunder, with the Revolving Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Revolving Swing Line Borrowings hereunder (v) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (vi) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. The Borrowers represent that as of the date hereof there are no Obligations arising under any Secured Cash Management Agreement or any Secured Hedge Agreement owing to any Lender (each capitalized term used previously in this sentence as defined in the Existing Credit Agreement) which does not continue as a “Lender” hereunder after giving effect to this Agreement. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof; and all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial New Vehicle Floorplan Commitments are $800,000,000, the initial New Vehicle Floorplan Commitment of each of the Revolving Credit New Vehicle Floorplan Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01A, the outstanding revolving loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any New Vehicle Floorplan Borrowings of any Revolving Credit New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit New Vehicle Floorplan Lenders and from each Revolving Credit New Vehicle Floorplan Lender to each other Revolving Credit New Vehicle Floorplan Lender (including from Revolving Credit New Vehicle Floorplan Lenders who increase or reduce their Revolving Credit New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (ii) the avoidance initial Used Vehicle Floorplan Commitments are $215,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01A, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iii) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (iv) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full or net cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Amendment No. 3 Effectiveness Date, the parties hereby agree that (i) the aggregate Revolving Credit initial New Vehicle Floorplan Commitments are $525,000,000, the initial New Vehicle Floorplan Commitment of each of the Revolving Credit New Vehicle Floorplan Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01A, the outstanding revolving loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any New Vehicle Floorplan Borrowings of any Revolving Credit New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit New Vehicle Floorplan Lenders and from each Revolving Credit New Vehicle Floorplan Lender to each other Revolving Credit New Vehicle Floorplan Lender (including from Revolving Credit New Vehicle Floorplan Lenders who increase or reduce their Revolving Credit New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (ii) the avoidance initial Used Vehicle Floorplan Commitments are $80,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01A, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iii) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (iv) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the Aggregate Revolving Credit Commitments (as defined in the Existing Agreement) under the Revolving Credit Facility (as defined in the Existing Agreement) are $125,000,000, (ii) there are no Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement, (iii) there are no Swing Line Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement and (iv) there are $12,034,925 of L/C Obligations (as defined in the Existing Agreement). It is acknowledged that the Term Loan (as defined in the Existing Agreement) made pursuant to the Term Loan Facility (as defined in the Existing Agreement) was paid in full and terminated prior to the date hereof. (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, and the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including and, if necessary, to Lenders from Revolving Credit existing lenders under the Existing Agreement who elect not to become Lenders under this Agreement or who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage feefee and (ii) the Swing Line (as defined under the Existing Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Swing Line Loans (as defined in the Existing Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, and (iv) the letter of credit subfacility provided in the Existing Agreement shall continue as the Letter of Credit facility hereunder with the Letter of Credit Sublimit set forth herein. (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with such the assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (BSection 1.01(b) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements the Commitment of each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all LoansLender shall be as set forth on Schedule 2.01 to this Agreement. (cd) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this amendment and restatement of the Existing Letters Agreement, including anything in this Section 1.01, and certain of Credit the related “Loan Documents” as defined in the Existing Agreement (the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of Credit this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers and the Guarantors under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, all Loans owing by any Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by SEI in the manner provided in Section 2.02(b). SEI agrees that it will pay any additional amounts required pursuant to Section 3.05 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of Loans pursuant to this Section 1.01 as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) As of the Effective Date (immediately prior to the effectiveness of this Agreement), (i) the Aggregate Commitments (as defined in the Existing Credit Agreement) are $75,000,000.00, (ii) there are $6,000,000.00 of Committed Loans (as defined in the Existing Agreement) outstanding under the Existing Credit Agreement, (iii) there is $0.00 outstanding under the Cash Management Line of Credit (as defined in the Existing Credit Agreement) and (iv) there are $1,344,666.00 of L/C Obligations (as defined in the Existing Credit Agreement). (b) Simultaneously with the Closing DateEffective Date and after giving effect to any assignments on the Effective Date from existing lenders under the Existing Credit Agreement who elect not to become Lenders under this Agreement, but immediately prior to giving effect to Section 1.08(e), the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, and the outstanding revolving loans amount of the Committed Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Committed Borrowings of any Revolving Credit Loans under this Agreement on the Closing Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage feefee and (ii) the Cash Management Line of Credit (as defined under the Existing Credit Agreement) shall continue as the Cash Management Line of Credit hereunder, with the limit of the Cash Management Line of Credit set out herein, and any outstanding amounts under the Cash Management Line of Credit (as defined in the Existing Agreement), if any, shall continue as and deemed to be outstanding amounts under the Cash Management Line of Credit hereunder, and (iii) the letter of credit subfacility provided in the Existing Credit Agreement shall continue as the Letter of Credit facility hereunder with the Letter of Credit Sublimit set forth herein and any outstanding Letters of Credit issued under the Existing Credit Agreement shall continue as if issued hereunder. (c) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with such the assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (BSection 1.08(b) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Effective Date, the applicable Lenders shall make full cash settlement with one anotheranother (including with any Lender whose commitments are being decreased), in each case either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlementssettlements (i) the Commitment of each Lender shall be as set forth on Schedule 2.01 to this Agreement, and (ii) each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of (x) the outstanding amount Outstanding Amount of all Loans, and (y) the Outstanding Amount of all L/C Obligations. (cd) The BorrowersBorrower, each Guarantorother Loan Party, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.08, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of Borrower and the other Loan Parties under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, all Loans owing by Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing Credit Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall be terminated and shall, along with amounts to be advanced hereunder on the Effective Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by Borrower in the manner provided in Section 2.02(a). Borrower agrees that it will pay any additional amounts required pursuant to Section 3.05 (or the similar provision of the Existing Credit Agreement) in connection with termination of Interest Periods and the allocation of Loans pursuant to this Section 1.08 as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $150,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement)Lender, with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); , (ii) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, (iii) the letter of credit subfacility provided that, for the avoidance of doubt, all accrued interest under in the Existing Credit Agreement shall continue as the Letter of Credit facility hereunder with the Letter of Credit Sublimit set forth herein, (iv) the New Vehicle Floorplan Facility (as defined in the Existing Credit Agreement) shall be paid terminated and all New Vehicle Floorplan Loans (as defined in connection with this Agreement on the Closing DateExisting Credit Agreement) shall be repaid and (v) the Used Vehicle Floorplan Facility (as defined in the Existing Credit Agreement) shall be terminated and all Used Vehicle Floorplan Loans (as defined in the Existing Credit Agreement) shall be repaid. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. (c) The BorrowersCompany, each GuarantorGuarantor (including each “New Vehicle Borrower” (as defined in the Existing Credit Agreement)), the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, all Revolving Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Revolving Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Revolving Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest (other than interest in respect of the New Vehicle Swing Line and the Used Vehicle Swing Line (each as defined in the Existing Credit Agreement) and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement. All accrued but unpaid interest in respect of the New Vehicle Swing Line and the Used Vehicle Swing Line (each as defined in the Existing Credit Agreement) shall be due and payable as described in the Existing Floorplan Paydown Letter.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate initial Revolving Credit Commitments are $250,000,000, the initial Revolving Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making of any Revolving Credit Borrowings of Revolving Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan initial New Vehicle Floorplan Commitments are $900,000,000, the initial New Vehicle Floorplan Commitment of each of the New Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 1.1(B)2.01, (B) the outstanding term loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement, without giving effect to any New Vehicle Floorplan Borrowings of New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”sources) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan such New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term New Vehicle Floorplan Lenders and from each Term New Vehicle Floorplan Lender to each other Term New Vehicle Floorplan Lender (including from Term New Vehicle Floorplan Lenders who increase or reduce their Term Loan New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (iii) the avoidance initial Used Vehicle Floorplan Commitments are $150,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iv) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the revolving swing line subfacility hereunder, with the Revolving Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Revolving Swing Line Borrowings hereunder (v) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (vi) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. The Borrowers represent that as of the date hereof there are no Obligations arising under any Secured Cash Management Agreement or any Secured Hedge Agreement owing to any Lender (each capitalized term used previously in this sentence as defined in the Existing Credit Agreement) which does not continue as a “Lender” hereunder after giving effect to this Agreement. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof; and all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall continue as Letters of Credit hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial New Vehicle Floorplan Commitments are $500,000,000, the initial New Vehicle Floorplan Commitment of each of the Revolving Credit New Vehicle Floorplan Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01A, the outstanding revolving loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any New Vehicle Floorplan Borrowings of any Revolving Credit New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit New Vehicle Floorplan Lenders and from each Revolving Credit New Vehicle Floorplan Lender to each other Revolving Credit New Vehicle Floorplan Lender (including from Revolving Credit New Vehicle Floorplan Lenders who increase or reduce their Revolving Credit New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (ii) the avoidance initial Used Vehicle Floorplan Commitments are $80,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01A, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), (iii) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder and (iv) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of the outstanding amount Outstanding Amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $2,400,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources sources) and New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans (each as defined in and under the “Existing Revolving Credit Loans”)Agreement, shall continue as (and be deemed without giving effect to beany Borrowings of Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); , (ii) the revolving swing line facility provided that, for the avoidance of doubt, all accrued interest under pursuant to the Existing Credit Agreement shall continue as the revolving swing line subfacility hereunder, with the Revolving Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be paid Revolving Swing Line Borrowings hereunder, (iii) the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the new vehicle floorplan swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in connection the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder, (iv) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle floorplan swing line subfacility hereunder, with this the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder and (v) the letter of credit subfacility provided in the Existing Credit Agreement on shall continue as the Closing DateLetter of Credit facility hereunder with the Letter of Credit Sublimit set forth herein. (b) On the Closing Date, the applicable Lenders shall make full or net cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, (i) each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of (x) the Outstanding Amount of all Loans and (y) the Outstanding Amount of all L/C Obligations, (ii) each Lender’s Applicable Revolving Percentage of the outstanding amount Aggregate Revolving Commitments equals (with customary rounding) its Applicable Revolving Percentage of (x) the Outstanding Amount of all Revolving Loans and (y) the Outstanding Amount of all L/C Obligations, (iii) each Lender’s Applicable New Vehicle Floorplan Percentage of the Aggregate New Vehicle Floorplan Commitments equals (with customary rounding) its Applicable New Vehicle Floorplan Percentage of the Outstanding Amount of all New Vehicle Floorplan Loans and (iv) each Lender’s Applicable Used Vehicle Floorplan Percentage of the Aggregate Used Vehicle Floorplan Commitments equals (with customary rounding) its Applicable Used Vehicle Floorplan Percentage of the Outstanding Amount of all Used Vehicle Floorplan Loans. (c) The Borrowers, each Guarantor, Each of the Administrative Agent, the Issuing Lender Lenders and the Loan Parties hereby (x) acknowledge and agree that (A) Truist Bank shall be repaid on the Closing Date the outstanding amount of all Obligations (as defined in the Existing Credit Agreement) owed to it under the Existing Credit Agreement and the other Loan Documents (as defined in each Existing Credit Agreement), provided that accrued and unpaid interest and fees owing for the month of March 2024 in respect of the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility (each as defined in the Existing Credit Agreement) may be paid after the Closing Date (collectively, the “Truist Payment”), (B) the Commitment (as defined in and under the Existing Credit Agreement) of Truist Bank, including the Revolving Commitment, the New Vehicle Floorplan Commitment and the Used Vehicle Floorplan Commitment (each as defined in and under the Existing Credit Agreement) of Truist Bank shall automatically terminate on the Closing Date without further action; and (y) waive any requirement under Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) (including, without limitation, Sections 2.15, 2.16 and 2.22 of the Existing Credit Agreement) that such Truist Payment be made to the applicable lenders under the Existing Credit Agreement on a pro rata basis or any prior notice thereof. (d) The Company, each other Borrower, each Subsidiary Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by the Company and the other Borrowers under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Company, the other Borrowers (as defined in the Existing Credit Agreement) and the Subsidiary Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, (i) all Revolving Committed Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Revolving Committed Loans hereunder subject to the terms hereof, (ii) all Revolving Swing Line Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Revolving Swing Line Loans hereunder subject to the terms hereof, (iii) all New Vehicle Floorplan Committed Loans (as defined in the Existing Credit Agreement) owing by a New Vehicle Borrower and all Used Vehicle Floorplan Committed Loans (as defined in the Existing Credit Agreement) owing by a Used Vehicle Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue respectively as New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans of such Borrower hereunder subject to the terms hereof and (iv) all New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement) owing by a New Vehicle Borrower and all Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement) owing by a Used Vehicle Borrower (as defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall continue respectively as New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans of such Borrower hereunder subject to the terms hereof. Base Rate Loans, as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Term SOFR Loans, as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at Adjusted Term SOFR hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement. (f) The Administrative Agent and the Lenders party hereto hereby acknowledge the following: (i) substantially all of the assets of XXX Xxxxxxxxxx HY, INC., SAI Momentum ARM, LLC, and Sonic Momentum JVP, LLC (each a “Disposed Dealership Entity(1)”), have been sold prior to the date hereof and agree that as of the date hereof (and until such time, if any, as such Person is required to become a “Guarantor” or “Loan Party” under the Loan Documents pursuant to the terms hereof), such Disposed Dealership Entity(1) shall no longer constitute a “New Vehicle Borrower”, a “Used Vehicle Borrower”, a “Guarantor” or a “Loan Party” under the Loan Documents and the obligations of such Disposed Dealership Entity(1) under any of the Prior Loan Documents are hereby released (except for any obligations or liabilities of such Disposed Dealership Entity(1) thereunder which expressly survive such release) and (iii) the security interests and liens granted by such Disposed Dealership Entity(1) under the Prior Loan Documents to the Administrative Agent, on behalf of the Secured Parties, securing the Obligations (such terms as defined in the Existing Credit Agreement) under the Prior Loan Documents are hereby released, provided that, in no event shall the release described above result in any additional obligations on the Administrative Agent or any Lender under any of the Loan Documents; (ii) substantially all of the assets of XXX Xxxxxxxxxx BCH, LLC and Sonic Automotive - 9103 E. Independence, NC, LLC (each a “Disposed Dealership Entity(2)”), have been sold prior to the date hereof and agree that as of the date hereof (and until such time, if any, as such Person is required to become a “Borrower” under the Loan Documents pursuant to the terms hereof), such Disposed Dealership Entity(2) shall no longer constitute a “New Vehicle Borrower” or a “Used Vehicle Borrower” under the Loan Documents, but shall continue to constitute a “Subsidiary Guarantor”, a “Guarantor” and a “Loan Party”; (iii) each of MISHAWAKA - F LLC, and XXXXXX FL, LLC constitutes a “Used Vehicle Borrower”, a “Subsidiary Guarantor”, a “Guarantor” and a “Loan Party” under the Loan Documents, but shall not constitute a “New Vehicle Borrower” under the Loan Documents (until such time, if any, as such Person is required to become a “New Vehicle Borrower” under the Loan Documents pursuant to the terms hereof); (iv) in addition to being a Subsidiary Guarantor, EchoPark Automotive, Inc. shall, as of the Closing Date, also constitute a “Used Vehicle Borrower” under the Loan Documents; (v) effective as of the Closing Date, each of the following Persons shall constitute a “Subsidiary Guarantor”, a “Guarantor” and a “Loan Party” under the Loan Documents (and such entities have signed the Loan Documents accordingly): EchoPark Realty NY, LLC, EP Realty AL, LLC, EP Realty KS, LLC, EP Realty KY, LLC, EP Realty LA, LLC, EP Realty MO, LLC, EP Realty NV, LLC, EP Realty OH, LLC, EP Realty TN, LLC, EP Realty WA, LLC, EP TF Realty TX, LLC, SAI Insurance Solutions, LLC, Sonic Automotive Protection Products, Inc., Sonic eStore, Inc., SRE California - 4, LLC, SRE Colorado 6, LLC, SRE Colorado 7, LLC, SRE Colorado 8, LLC, SRE Florida - 2, LLC, SRE Oklahoma-1, LLC, SRE Oklahoma-5, LLC, SRE Texas 18, LLC and SRE Texas 19, LLC.

Assignments and Allocations; Amendment and Restatement. (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the aggregate amount of the Commitments (as defined in the Existing Agreement) is $300,000,000, (ii) there are no Revolving Loans outstanding under the Existing Agreement, (iii) there are no Swingline Advances (as defined in the Existing Agreement) outstanding under the Existing Agreement, and (iv) there are $15,080,000 of outstanding Letters of Credit (as defined in the Existing Agreement). (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.1, and the outstanding revolving loans amount of the Revolving Loan under the Existing Credit Agreement (other than Existing Converted Loans), without giving effect to the making any further borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to be) Revolving Credit Loans hereunder and Date shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including and, if necessary, to Lenders from Revolving Credit existing lenders under the Existing Agreement who elect not to become Lenders under this Agreement or who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Acceptances (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage fee, (ii) the ability to borrow Swingline Advances (as defined under the Existing Agreement) shall continue on the terms and conditions as the Swingline Loans to be made hereunder, with the maximum amount of such Swingline Loans as set forth herein, and outstanding Swingline Advances (as defined in the Existing Agreement), if any, shall continue as and be deemed to be outstanding Swingline Loans hereunder, and (iv) each Letter of Credit (as defined in the Existing Agreement) issued under the Existing Agreement shall continue as a Letter of Credit issued hereunder. (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be, or shall be required to be, executed in connection with such the assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (BSection 1.A(b) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements the Commitment of each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all LoansLender shall be as set forth on Schedule 2.1. (cd) The Borrowers, each GuarantorBorrower, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this Amendment and Restatement, including anything in this Section 1A, and certain of the related “Loan Documents” as defined in the Existing Letters Agreement (the “Prior Loan Documents”), (i) all of Credit the indebtedness, liabilities and obligations owing by the Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of Credit this Agreement, (ii) each of this Agreement, the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, and following the payment of the Revolving Loan under the Existing Agreement, all Loans owing by the Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Balances under (and as defined in) the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Libor Balances outstanding under (and as defined in) the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Libor Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by the Borrower in the manner provided in Section 5.3. The Borrower agrees that it will pay any additional amounts required pursuant to Section 6.5 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of such Balances pursuant to this Section 1A as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $175,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); , (ii) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder and (iii) the letter of credit subfacility provided that, for the avoidance of doubt, all accrued interest under in the Existing Credit Agreement shall be paid in connection continue as the Letter of Credit facility hereunder with this Agreement on the Closing DateLetter of Credit Sublimit set forth herein. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of (x) the outstanding amount Outstanding Amount of all LoansLoans and (y) the Outstanding Amount of all L/C Obligations. (c) The BorrowersCompany, each Subsidiary Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by the Company under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Company and the Subsidiary Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Revolving Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Revolving Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Revolving Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the Total Revolving Credit Commitments (as defined in the Existing Agreement) under the Revolving Credit Facility (as defined in the Existing Agreement) is $175,000,000, (ii) the principal amount of the Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Credit Agreement is $59,000,000, (iii) there are no Swing Line Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement, (iv) there are $15,668,025.00 of Letter of Credit Outstandings (as defined in the Existing Agreement), and (v) the Term Loan Outstandings (as defined in the Existing Agreement) are $50,000,000. It is acknowledged that the Asset Sale Term Loan (as defined in the Existing Agreement) was paid in full and terminated prior to the date hereof. (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B2.01(a), and the outstanding revolving loans amount of the Revolving Loans under the Existing Credit Agreement (other than Existing Converted Loans), without giving effect to the making any further Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of the Term Loan made under this Agreement or with any other applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including and, if necessary, to Revolving Lenders from existing lenders under the Existing Agreement who elect not to become Revolving Credit Lenders under this Agreement or who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Acceptances (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Outstanding Amount of the Term Loan Commitments Loan, and each Term Lender's Applicable Term Percentage thereof, shall be as set forth in Schedule 1.1(B2.01(b), (B) and the outstanding term loans under portion of the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds Outstanding Amount of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Loan held by each Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans Lender shall be reallocated on the Closing Date in accordance with the Applicable Term Loan Commitments Percentage, and the requisite assignments shall be deemed to be made in such amounts by and between among the Term Lenders and from each Term Lender to each other Term Lender (and, if necessary, to Term Lenders, including Bank of America, from existing lenders under the Existing Agreement who elect not to become Term Lenders who increase under this Agreement or reduce their whose participation in this Agreement as Term Loan Commitments in connection Lenders is expected to be consummated pursuant to a post-closing assignment with this AgreementBank of America), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Acceptances (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment fee, (iii) the Swing Line (as defined under the Existing Agreement) shall continue as the Swing Line hereunder, with the Swing Line Sublimit set out herein, and the Swing Line Loans (as defined in the Existing Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, and (iv) the Total Letter of Credit Commitment (as defined in the Existing Agreement) shall continue as the Letter of Credit Sublimit hereunder. (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with such the assignments set forth in Section 1.01(b) above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in CommitmentsRevolving Credit Commitments and the portion of the Outstanding Amount of the Term Loan allocable to each Term Lender, such that after giving effect to such settlements, settlements (i) the Revolving Credit Commitment of each Lender’s applicable percentage Revolving Lender shall be as set forth on Schedule 2.01(a) and (ii) the Applicable Term Percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all Loanseach Term Lender shall be as set forth on Schedule 2.01(b). (cd) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this amendment and restatement of the Existing Letters Agreement, including anything in this Section 1.01, and certain of Credit the related "Loan Documents" as defined in the Existing Agreement (the "PRIOR LOAN DOCUMENTS"), (i) all of the indebtedness, liabilities and obligations owing by any Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of Credit this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers and the Guarantors under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, and following the payment of outstanding "Revolving Loans" under the Existing Agreement with the proceeds of the advance of the Term Loan funded on the Closing Date, all Loans owing by any Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by SEI in the manner provided in Section 2.01(b). SEI agrees that it will pay any additional amounts required pursuant to Section 3.05 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of Loans and Segments pursuant to this Section 1.01 as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $175,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (ii) the avoidance of doubt, all accrued interest Revolving Swing Line (as defined under the Existing Credit Agreement Agreement) shall be paid in connection with this Agreement on the Closing Date. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case through the Administrative Agent, continue as the Administrative Agent may direct or approveswing line subfacility hereunder, with respect to all assignmentsthe Swing Line Sublimit set out herein, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of Revolving Swing Line Loans (as defined in the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the termsAgreement), conditions and provisions of this Agreement. (d) All Existing Letters of Credit if any, shall continue as Letters of Credit and deemed to be Swing Line Borrowings hereunder subject to the terms hereof.and

Assignments and Allocations; Amendment and Restatement. (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement), (i) the aggregate amount of the Commitments (as defined in the Existing Agreement) is $300,000,000, (ii) there are Revolving Loans in an aggregate principal amount of $60,000,000 outstanding under the Existing Agreement, (iii) there are no Swingline Advances (as defined in the Existing Agreement) outstanding under the Existing Agreement, and (iv) there are $17,440,000 of outstanding Letters of Credit (as defined in the Existing Agreement). (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit Commitments Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.1, and the outstanding revolving loans amount of the Revolving Loans under the Existing Credit Agreement (other than Existing Converted Loans), without giving effect to the making any further borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to be) Revolving Credit Loans hereunder and Date shall be reallocated in accordance with such Revolving Credit Commitments Commitments, and the requisite assignments shall be deemed to be made in such amounts by and between among the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including and, if necessary, to Lenders from Revolving Credit existing lenders under the Existing Agreement who elect not to become Lenders under this Agreement or who increase or reduce their Revolving Credit Commitments commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions Acceptances (as defined in the Existing Agreement) under the Existing Credit Agreement Agreement, but without the payment of any related assignment or breakage fee, (ii) the ability to borrow Swingline Advances (as defined under the Existing Agreement) shall continue on the terms and conditions as the Swingline Loans to be made hereunder, with the maximum amount of such Swingline Loans as set forth herein, and outstanding Swingline Advances (as defined in the Existing Agreement), if any, shall continue as and be deemed to be outstanding Swingline Loans hereunder, and (iv) each Letter of Credit (as defined in the Existing Agreement) issued under the Existing Agreement shall continue as a Letter of Credit issued hereunder. (c) Notwithstanding anything to the contrary in the Existing Agreement or in this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be, or shall be required to be, executed in connection with such the assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (BSection 1.A(b) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments above (all of which requirements are hereby waived); provided that, for the avoidance of doubt, all accrued interest under the Existing Credit Agreement and such assignments shall be paid in connection deemed to be made with this Agreement on the Closing Date. (b) all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case and with any lender under the Existing Agreement that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, settlements the Commitment of each Lender’s applicable percentage of aggregate Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all LoansLender shall be as set forth on Schedule 2.1. (cd) The Borrowers, each GuarantorBorrower, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (de) All Notwithstanding this Amendment and Restatement, including anything in this Section 1A, and certain of the related “Loan Documents” as defined in the Existing Letters Agreement (the “Prior Loan Documents”), (i) all of Credit the indebtedness, liabilities and obligations owing by the Borrower under the Existing Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of Credit this Agreement, (ii) each of this Agreement, the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Agreement or any Prior Loan Document and is not intended to constitute a novation thereof, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement. Upon the effectiveness of this Agreement, and following the payment of the Revolving Loan under the Existing Agreement, all Loans owing by the Borrower and outstanding under the Existing Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Balances under (and as defined in) the Existing Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Libor Balances outstanding under (and as defined in) the Existing Agreement on the Closing Date shall be terminated and shall, along with amounts to be advanced hereunder on the Closing Date, be Libor Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by the Borrower in the manner provided in Section 5.3. The Borrower agrees that it will pay any additional amounts required pursuant to Section 6.5 (or the similar provision of the Existing Agreement) in connection with termination of Interest Periods and the allocation of such Balances pursuant to this Section 1A as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial Aggregate Commitments are $225,000,000, the initial Commitment of each of the Revolving Credit Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01, the outstanding revolving loans amount of the Revolving Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any Borrowings of any Revolving Credit Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit Lenders and from each Revolving Credit Lender to each other Revolving Credit Lender (including from Revolving Credit Lenders who increase or reduce their Revolving Credit Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); , (ii) the Revolving Swing Line (as defined under the Existing Credit Agreement) shall continue as the swing line subfacility hereunder, with the Swing Line Sublimit set out herein, and the Revolving Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder and (iii) the letter of credit subfacility provided that, for the avoidance of doubt, all accrued interest under in the Existing Credit Agreement shall be paid in connection continue as the Letter of Credit facility hereunder with this Agreement on the Closing DateLetter of Credit Sublimit set forth herein. (b) On the Closing Date, the applicable Lenders shall make full or net cash settlement with one anotheranother and with any lender under the Existing Credit Agreement that may not be a Lender under this Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s applicable percentage Applicable Percentage of aggregate the Aggregate Commitments equals (with customary rounding) its applicable percentage Applicable Percentage of (x) the outstanding amount Outstanding Amount of all LoansLoans and (y) the Outstanding Amount of all L/C Obligations. (c) The BorrowersCompany, each Subsidiary Guarantor, the Administrative Agent, the Issuing Lender Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (d) All Notwithstanding this amendment and restatement of the Existing Letters Credit Agreement, including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any repayments, commitment reductions and commitment terminations on the date hereof, all of the indebtedness, liabilities and obligations owing by the Company under the Existing Credit Agreement and other Prior Loan Documents shall continue as Letters Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Company and the Subsidiary Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of this Agreement, all Revolving Loans (as defined in the Existing Credit Agreement) owing by the Company and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Revolving Loans which are Base Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Base Rate hereunder, and Revolving Loans which are Eurodollar Rate Loans, each as defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing Date, the margin applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the applicable rates set forth in the Existing Credit Agreement.

Assignments and Allocations; Amendment and Restatement. (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the aggregate Revolving Credit initial New Vehicle Floorplan Commitments are $500,000,000, the initial New Vehicle Floorplan Commitment of each of the Revolving Credit New Vehicle Floorplan Lenders hereunder as of the date hereof shall be as set forth on in Schedule 1.1(B)2.01A, the outstanding revolving loans amount of the New Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement (other than Existing Converted Loans)Agreement, without giving effect to the making any New Vehicle Floorplan Borrowings of any Revolving Credit New Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (the “Existing Revolving Credit Loans”), shall continue as (and be deemed to besources) Revolving Credit Loans hereunder and shall be reallocated in accordance with such Revolving Credit New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Credit New Vehicle Floorplan Lenders and from each Revolving Credit New Vehicle Floorplan Lender to each other Revolving Credit New Vehicle Floorplan Lender (including from Revolving Credit New Vehicle Floorplan Lenders who increase or reduce their Revolving Credit New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments Assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment or breakage fee, and no other documents or instruments, shall be, or shall be required to be, executed Assumptions (as defined in connection with such assignments (all of which requirements are hereby waived) and (ii) (A) the Term Loan Commitments shall be as set forth in Schedule 1.1(B), (B) the outstanding term loans under the Existing Credit Agreement, after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources (such outstanding term loans, “Existing Outstanding Term Loans”) shall continue as (and be deemed to be) Term Loans hereunder, (C) certain outstanding revolving loans under the Existing Credit Agreement shall be converted to the Term Loans hereunder on the Closing Date pursuant to Section 3.1(a) (collectively, “Existing Converted Loans”) in an amount such that the aggregate outstanding amount of Existing Converted Loans plus the aggregate outstanding amount of Existing Outstanding Term Loans as of the Closing Date shall equal the aggregate Term Loan Commitments on such date (the Existing Converted Loans and the Existing Outstanding Term Loans being referred to herein, collectively, as the “Closing Date Term Loans”) and (D) the Closing Date Term Loans shall be reallocated on the Closing Date in accordance with the Term Loan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Term Lenders and from each Term Lender to each other Term Lender (including from Term Lenders who increase or reduce their Term Loan Commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable assignments and assumptions under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived); provided that, for (ii) the avoidance initial Used Vehicle Floorplan Commitments are $80,000,000, the initial Used Vehicle Floorplan Commitment of doubteach of the Used Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule 2.01A, all accrued interest the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Existing Credit Agreement shall be paid in connection with Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date. (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such settlements, each Lender’s applicable percentage of aggregate Used Vehicle Floorplan Commitments equals (with customary rounding) its applicable percentage of the outstanding amount of all Loans. (c) The Borrowers, each Guarantor, the Administrative Agent, the Issuing Lender and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders hereby agree that upon the effectiveness of and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan Commitments in connection with this Agreement), with the terms same force and provisions of effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, shall be, or shall be and required to be, executed in connection with such assignments (all of which requirements are hereby are amended and restated in their entirety by waived), (iii) the terms, conditions and provisions of this New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement. (d) All Existing Letters of Credit shall continue as Letters of the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing Line Borrowings hereunder subject and (iv) the Used Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder, with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to the terms hereofbe Used Vehicle Floorplan Swing Line Borrowings hereunder.